Attached files

file filename
EX-32.2 - EXHIBIT 32.2 - Oasis Petroleum Inc.oas-ex322x9302017xq3.htm
EX-32.1 - EXHIBIT 32.1 - Oasis Petroleum Inc.oas-ex321x9302017xq3.htm
EX-31.2 - EXHIBIT 31.2 - Oasis Petroleum Inc.oas-ex312x9302017xq3.htm
EX-31.1 - EXHIBIT 31.1 - Oasis Petroleum Inc.oas-ex311x9302017xq3.htm
EX-10.5 - EXHIBIT 10.5 - Oasis Petroleum Inc.oas-ex105ax9302017xq3.htm

 
 
 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q
 
ý
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2017
or
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                  to                 
Commission file number: 1-34776

Oasis Petroleum Inc.
(Exact name of registrant as specified in its charter)
 
 
 
 
Delaware
 
80-0554627
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
 
 
1001 Fannin Street, Suite 1500
Houston, Texas
 
77002
(Address of principal executive offices)
 
(Zip Code)

(281) 404-9500
(Registrant’s telephone number, including area code)
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ý   No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes ý  No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. 
Large accelerated filer
ý
Accelerated filer
¨
 
 
 
 
Non-accelerated filer
o  (Do not check if a smaller reporting company)
Smaller reporting company
¨
 
 
 
 
 
 
Emerging growth company
¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨ 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes ¨ No ý
Number of shares of the registrant’s common stock outstanding at November 3, 2017: 237,315,583 shares.
 
 
 
 
 




OASIS PETROLEUM INC.
FORM 10-Q
FOR THE QUARTER ENDED SEPTEMBER 30, 2017
TABLE OF CONTENTS
 
 
Page



PART I — FINANCIAL INFORMATION
Item 1. — Financial Statements (Unaudited)
Oasis Petroleum Inc.
Condensed Consolidated Balance Sheets
(Unaudited)
 
September 30, 2017
 
December 31, 2016
 
(In thousands, except share data)
ASSETS
 
 
 
Current assets
 
 
 
Cash and cash equivalents
$
8,488

 
$
11,226

Accounts receivable, net
285,383

 
204,335

Inventory
17,169

 
10,648

Prepaid expenses
10,647

 
7,623

Derivative instruments
692

 
362

Other current assets
65

 
4,355

Total current assets
322,444

 
238,549

Property, plant and equipment
 
 
 
Oil and gas properties (successful efforts method)
7,640,785

 
7,296,568

Other property and equipment
783,542

 
618,790

Less: accumulated depreciation, depletion, amortization and impairment
(2,388,709
)
 
(1,995,791
)
Total property, plant and equipment, net
6,035,618

 
5,919,567

Derivative instruments
703

 

Long-term inventory
10,885

 

Other assets
21,562

 
20,516

Total assets
$
6,391,212

 
$
6,178,632

LIABILITIES AND STOCKHOLDERS’ EQUITY
 
 
 
Current liabilities
 
 
 
Accounts payable
$
16,348

 
$
4,645

Revenues and production taxes payable
169,361

 
139,737

Accrued liabilities
194,157

 
119,173

Accrued interest payable
20,325

 
39,004

Derivative instruments
16,412

 
60,469

Advances from joint interest partners
5,095

 
7,597

Other current liabilities

 
10,490

Total current liabilities
421,698

 
381,115

Long-term debt
2,340,613

 
2,297,214

Deferred income taxes
508,335

 
513,529

Asset retirement obligations
52,413

 
48,985

Derivative instruments
3,703

 
11,714

Other liabilities
5,805

 
2,918

Total liabilities
3,332,567

 
3,255,475

Commitments and contingencies (Note 15)

 

Stockholders’ equity
 
 
 
Common stock, $0.01 par value: 450,000,000 shares authorized; 238,639,488 shares issued and 237,312,881 shares outstanding at September 30, 2017 and 237,201,064 shares issued and 236,344,172 shares outstanding at December 31, 2016
2,348

 
2,331

Treasury stock, at cost: 1,326,607 and 856,892 shares at September 30, 2017 and December 31, 2016, respectively
(22,132
)
 
(15,950
)
Additional paid-in capital
2,369,098

 
2,345,271

Retained earnings
593,368

 
591,505

Oasis share of stockholders’ equity
2,942,682

 
2,923,157

Non-controlling interests
115,963

 

Total stockholders’ equity
3,058,645

 
2,923,157

Total liabilities and stockholders’ equity
$
6,391,212

 
$
6,178,632


The accompanying notes are an integral part of these condensed consolidated financial statements.

1


Oasis Petroleum Inc.
Condensed Consolidated Statements of Operations
(Unaudited)
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2017
 
2016
 
2017
 
2016
 
(In thousands, except per share data)
Revenues
 
 
 
 
 
 
 
Oil and gas revenues
$
248,648

 
$
156,316

 
$
704,533

 
$
432,968

Bulk oil sales
21,195

 
1,867

 
56,917

 
1,867

Midstream revenues
18,767

 
8,487

 
48,939

 
22,380

Well services revenues
16,138

 
10,641

 
33,566

 
29,459

Total revenues
304,748

 
177,311

 
843,955

 
486,674

Operating expenses
 
 
 
 
 
 
 
Lease operating expenses
45,334

 
35,696

 
133,871

 
98,283

Midstream operating expenses
4,301

 
2,617

 
10,891

 
6,095

Well services operating expenses
9,125

 
5,548

 
21,115

 
15,334

Marketing, transportation and gathering expenses
15,028

 
7,003

 
38,018

 
22,046

Bulk oil purchases
21,701

 
1,853

 
57,683

 
1,853

Production taxes
21,052

 
14,638

 
60,322

 
39,758

Depreciation, depletion and amortization
132,289

 
111,948

 
384,246

 
356,885

Exploration expenses
854

 
489

 
4,010

 
1,192

Impairment
139

 
382

 
6,021

 
3,967

General and administrative expenses
22,531

 
22,845

 
69,913

 
69,087

Total operating expenses
272,354

 
203,019

 
786,090

 
614,500

Gain (loss) on sale of properties

 
6

 

 
(1,305
)
Operating income (loss)
32,394

 
(25,702
)
 
57,865

 
(129,131
)
Other income (expense)
 
 
 
 
 
 
 
Net gain (loss) on derivative instruments
(54,310
)
 
20,847

 
52,297

 
(55,624
)
Interest expense, net of capitalized interest
(37,389
)
 
(31,726
)
 
(110,548
)
 
(105,444
)
Gain (loss) on extinguishment of debt

 
(13,793
)
 

 
4,865

Other income (expense)
(605
)
 
(259
)
 
(755
)
 
188

Total other expense
(92,304
)
 
(24,931
)
 
(59,006
)
 
(156,015
)
Loss before income taxes
(59,910
)
 
(50,633
)
 
(1,141
)
 
(285,146
)
Income tax benefit
18,846

 
16,691

 
470

 
96,818

Net loss including non-controlling interests
(41,064
)
 
(33,942
)
 
(671
)
 
(188,328
)
Less: Net income attributable to non-controlling interests
150

 

 
150

 

Net loss attributable to Oasis
$
(41,214
)
 
$
(33,942
)
 
$
(821
)
 
$
(188,328
)
Earnings (loss) attributable to Oasis per share:
 
 
 
 
 
 
 
Basic (Note 13)
$
(0.18
)
 
$
(0.19
)
 
$
0.00

 
$
(1.09
)
Diluted (Note 13)
(0.18
)
 
(0.19
)
 
0.00

 
(1.09
)
Weighted average shares outstanding:
 
 
 
 
 
 
 
Basic (Note 13)
233,389

 
177,120

 
233,248

 
172,360

Diluted (Note 13)
233,389

 
177,120

 
233,248

 
172,360


The accompanying notes are an integral part of these condensed consolidated financial statements.


2


Oasis Petroleum Inc.
Condensed Consolidated Statement of Changes in Stockholders’ Equity
(Unaudited)
 
Attributable to Oasis
 
 
 
 
 
Common Stock
 
Treasury Stock
 
Additional
Paid-in Capital
 
Retained Earnings
 
Non-controlling Interests
 
Total
Stockholders’
Equity
Shares
 
Amount
 
Shares
 
Amount
 
 
(In thousands)
Balance at December 31, 2016
236,344

 
$
2,331

 
857

 
$
(15,950
)
 
$
2,345,271

 
$
591,505

 
$

 
$
2,923,157

Cumulative-effect adjustment for adoption of ASU 2016-09 (Note 2)

 

 

 

 
2,040

 
2,684

 

 
4,724

Fees (2016 issuance of common stock)

 

 

 

 
(55
)
 

 

 
(55
)
Equity-based compensation
1,439

 
17

 

 

 
21,842

 

 

 
21,859

Issuance of Oasis Midstream common units, net of offering costs

 

 

 

 

 

 
115,813

 
115,813

Treasury stock - tax withholdings
(470
)
 

 
470

 
(6,182
)
 

 

 

 
(6,182
)
Net income (loss)

 

 

 

 

 
(821
)
 
150

 
(671
)
Balance at September 30, 2017
237,313

 
$
2,348

 
1,327

 
$
(22,132
)
 
$
2,369,098

 
$
593,368

 
$
115,963

 
$
3,058,645


The accompanying notes are an integral part of these condensed consolidated financial statements.


3


Oasis Petroleum Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
 
Nine Months Ended September 30,
 
2017
 
2016
 
(In thousands)
Cash flows from operating activities:
 
 
 
Net loss including non-controlling interests
$
(671
)
 
$
(188,328
)
Adjustments to reconcile net loss to net cash provided by operating activities:
 
 
 
Depreciation, depletion and amortization
384,246

 
356,885

Gain on extinguishment of debt

 
(4,865
)
Loss on sale of properties

 
1,305

Impairment
6,021

 
3,967

Deferred income taxes
(470
)
 
(96,818
)
Derivative instruments
(52,297
)
 
55,624

Equity-based compensation expenses
20,451

 
18,761

Deferred financing costs amortization and other
12,666

 
10,174

Working capital and other changes:
 
 
 
Change in accounts receivable
(81,022
)
 
11,349

Change in inventory
(235
)
 
2,559

Change in prepaid expenses
823

 
1,168

Change in other current assets
276

 
(240
)
Change in long-term inventory and other assets
(12,843
)
 
(148
)
Change in accounts payable, interest payable and accrued liabilities
32,282

 
(41,991
)
Change in other current liabilities
(10,490
)
 
(6,000
)
Change in other liabilities

 
17

Net cash provided by operating activities
298,737

 
123,419

Cash flows from investing activities:
 
 
 
Capital expenditures
(443,649
)
 
(340,314
)
Proceeds from sale of properties
4,000

 
12,333

Costs related to sale of properties

 
(310
)
Derivative settlements
(804
)
 
115,576

Advances from joint interest partners
(2,502
)
 
544

Net cash used in investing activities
(442,955
)
 
(212,171
)
Cash flows from financing activities:
 
 
 
Proceeds from revolving credit facility
764,000

 
835,000

Principal payments on revolving credit facility
(732,000
)
 
(778,000
)
Repurchase of senior unsecured notes

 
(435,907
)
Proceeds from issuance of senior unsecured convertible notes

 
300,000

Deferred financing costs
(96
)
 
(8,811
)
Proceeds from sale of common stock

 
182,791

Proceeds from sale of Oasis Midstream common units, net of offering costs
115,813

 

Purchases of treasury stock
(6,182
)
 
(2,275
)
Other
(55
)
 

Net cash provided by financing activities
141,480

 
92,798

Increase (decrease) in cash and cash equivalents
(2,738
)
 
4,046

Cash and cash equivalents:
 
 
 
Beginning of period
11,226

 
9,730

End of period
$
8,488

 
$
13,776

Supplemental non-cash transactions:
 
 
 
Change in accrued capital expenditures
$
63,499

 
$
(49,177
)
Change in asset retirement obligations
3,112

 
(8,083
)
Notes payable from acquisition
4,875

 


The accompanying notes are an integral part of these condensed consolidated financial statements.

4


OASIS PETROLEUM INC.
Notes to Condensed Consolidated Financial Statements (Unaudited)
1. Organization and Operations of the Company
Oasis Petroleum Inc. (together with its consolidated subsidiaries, “Oasis” or the “Company”) was originally formed in 2007 and was incorporated pursuant to the laws of the State of Delaware in 2010. The Company is an independent exploration and production company focused on the acquisition and development of unconventional oil and natural gas resources in the North Dakota and Montana regions of the Williston Basin. Oasis Petroleum North America LLC (“OPNA”) conducts the Company’s exploration and production activities and owns its proved and unproved oil and natural gas properties. The Company also operates a midstream services business through OMS Holdings LLC (“OMS”) and a well services business through Oasis Well Services LLC (“OWS”), both of which are separate reportable business segments that are complementary to its primary development and production activities.
2. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying condensed consolidated financial statements of the Company have not been audited by the Company’s independent registered public accounting firm, except that the Condensed Consolidated Balance Sheet at December 31, 2016 is derived from audited financial statements. Certain reclassifications of prior year balances have been made to conform such amounts to current year classifications. These reclassifications have no impact on net income. In the opinion of management, all adjustments, consisting of normal recurring adjustments necessary for the fair statement of the Company’s financial position, have been included. Management has made certain estimates and assumptions that affect reported amounts in the condensed consolidated financial statements and disclosures of contingencies. Actual results may differ from those estimates. The results for interim periods are not necessarily indicative of annual results.
These interim financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain disclosures have been condensed or omitted from these financial statements. Accordingly, they do not include all of the information and notes required by accounting principles generally accepted in the United States of America (“GAAP”) for complete consolidated financial statements and should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 (“2016 Annual Report”).
In the third quarter of 2017, Oasis Midstream Partners LP (“OMP” or “Oasis Midstream”), a subsidiary of OMS, completed its initial public offering (“IPO”) of common units representing limited partner interests. As a result, the Company’s consolidated financial statements present a non-controlling interest section, which represents the public’s ownership in OMP. See Note 3 – Oasis Midstream Partners LP for further discussion of the OMP IPO.
Consolidation. The accompanying condensed consolidated financial statements of the Company include the accounts of Oasis, the accounts of wholly-owned subsidiaries, and the accounts of OMP, which is considered a variable interest entity (“VIE”) for which the Company is the primary beneficiary. All significant intercompany balances and transactions have been eliminated upon consolidation.
Consolidated VIE. The Company has determined that the partners with equity at risk in OMP lack the authority, through voting rights or similar rights, to direct the activities that most significantly impact OMP’s economic performance. Therefore, as the limited partners of OMP do not have substantive kick-out or substantive participating rights over OMP GP LLC (“OMP GP”), the general partner to OMP, OMP is a VIE. Through the Company’s ownership interest in OMP GP, the Company has the authority to direct the activities that most significantly affect economic performance and the right to receive benefits that could be potentially significant to OMP. Therefore, the Company is considered the primary beneficiary and consolidates OMP and records a non-controlling interest for the interest owned by the public as of September 30, 2017.
Risks and Uncertainties
As an oil and natural gas producer, the Company’s revenue, profitability and future growth are substantially dependent upon the prevailing and future prices for oil and natural gas, which are dependent upon numerous factors beyond its control such as economic, political and regulatory developments and competition from other energy sources. The energy markets have historically been very volatile, and there can be no assurance that oil and natural gas prices will not be subject to wide fluctuations in the future. An extended period of low prices for oil and, to a lesser extent, natural gas could have a material adverse effect on the Company’s financial position, results of operations, cash flows and quantities of oil and natural gas reserves that may be economically produced.

5


Significant Accounting Policies
There have been no material changes to the Company’s critical accounting policies and estimates from those disclosed in the 2016 Annual Report, other than as noted below.
Equity-based compensation. In the first quarter of 2017, the Company adopted Accounting Standards Update No. 2016-09, Improvements to Employee Share-Based Payment Accounting (“ASU 2016-09”), which updates several aspects of the accounting for share-based payment transactions, including recognition of excess tax benefits and deficiencies, the classification of those excess tax benefits on the statement of cash flows, an accounting policy election for forfeitures, the amount an employer can withhold to cover income taxes and still qualify for equity classification and the classification of those taxes paid on the statement of cash flows. In accordance with the new guidance, the Company recorded a $2.7 million cumulative-effect adjustment to retained earnings on the Company’s Condensed Consolidated Balance Sheet as of September 30, 2017, which included recognition of excess tax benefits and deficiencies and the removal of the estimated forfeiture rate. ASU 2016-09 was applied on a modified retrospective basis and prior periods were not retrospectively adjusted.
Inventory. In the first quarter of 2017, the Company adopted Accounting Standards Update No. 2015-11, Simplifying the Measurement of Inventory (“ASU 2015-11”), which changes the inventory measurement principle from lower of cost or market to lower of cost and net realizable value for entities using the first-in, first-out or average cost methods. ASU 2015-11 was applied on a prospective basis and prior periods were not retrospectively adjusted. There was no material impact as a result of adoption as of September 30, 2017.
Recent Accounting Pronouncements
Revenue recognition. In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”). The objective of ASU 2014-09 is greater consistency and comparability across industries by using a five-step model to recognize revenue from customer contracts. ASU 2014-09 also contains some new disclosure requirements under GAAP. In August 2015, the FASB issued Accounting Standards Update No. 2015-14, Deferral of the Effective Date (“ASU 2015-14”). ASU 2015-14 defers the effective date of the new revenue standard by one year, making it effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. In 2016 and 2017, the FASB issued additional accounting standards updates to clarify the implementation guidance of ASU 2014-09. In order to evaluate the impact that the adoption of ASU 2014-09 will have on the Company’s financial position, cash flows and results of operations, the Company has initiated a comprehensive review of the significant revenue streams across all reportable segments. The Company has formed an implementation team, completed training on the new standard and is assessing the impact of the five-step model of the new standard on its contracts with customers. Currently, the Company cannot reasonably estimate the impact the application of ASU 2014-09 will have upon its consolidated financial statements, but the Company expects to adopt ASU 2014-09 using the modified retrospective approach as permitted by the FASB. The Company continues to assess the impact of ASU 2014-09, along with industry trends and additional interpretive guidance, on its core revenue streams, and as a result of the continued assessment, the Company may modify its plan of adoption accordingly.
Financial instruments. In January 2016, the FASB issued Accounting Standards Update No. 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”), which requires that most equity instruments be measured at fair value with subsequent changes in fair value recognized in net income. ASU 2016-01 also impacts financial liabilities under the fair value option and the presentation and disclosure requirements for financial instruments. ASU 2016-01 does not apply to equity method investments or investments in consolidated subsidiaries. ASU 2016-01 is effective for fiscal years beginning after December 15, 2017, including interim periods within those years. The Company is currently evaluating the effect that adopting this guidance will have on its financial position, cash flows and results of operations.
Leases. In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases (“ASU 2016-02”), which requires a lessee to recognize lease payment obligations and a corresponding right-of-use asset to be measured at fair value on the balance sheet. ASU 2016-02 also requires certain qualitative and quantitative disclosures about the amount, timing and uncertainty of cash flows arising from leases. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those years. The Company is currently evaluating the effect that adopting this guidance will have on its financial position, cash flows and results of operations.
Statement of cash flows. In August 2016, the FASB issued Accounting Standards Update No. 2016-15, Statement of Cash Flows (“ASU 2016-15”), which is intended to reduce diversity in practice in how certain transactions are classified in the statement of cash flows. ASU 2016-15 is effective for fiscal years beginning after December 15, 2017, including interim periods within those years. The adoption of this guidance will not impact the Company’s financial position or results of operations, but could result in presentation changes on the Company’s statement of cash flows.

6


Income taxes. In October 2016, the FASB issued Accounting Standards Update No. 2016-16, Intra-Entity Transfers of Assets Other Than Inventory (“ASU 2016-16”), to improve the accounting for the income tax consequences of intra-entity transfers of assets other than inventory. ASU 2016-16 is effective for fiscal years beginning after December 15, 2017, including interim periods within those years. The Company is currently evaluating the effect that adopting this guidance will have on its financial position, cash flows and results of operations.
Business combinations. In January 2017, the FASB issued Accounting Standards Update No. 2017-01, Clarifying the Definition of a Business (“ASU 2017-01”), which provides guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. ASU 2017-01 requires entities to use a screen test to determine when an integrated set of assets and activities is not a business or if the integrated set of assets and activities needs to be further evaluated against the framework. ASU 2017-01 is effective for fiscal years beginning after December 15, 2017, including interim periods within those years. The Company is currently evaluating the effect that adopting this guidance will have on its financial position, cash flows and results of operations.
Equity-based compensation. In May 2017, the FASB issued Accounting Standards Update No. 2017-09, Scope of Modification Accounting (“ASU 2017-09”), which provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. The adoption of ASU 2017-09 will become effective for annual periods beginning after December 15, 2017, and the Company is currently evaluating the impact that it will have on its financial position, cash flows and results of operations.
3. Oasis Midstream Partners LP
Oasis Midstream Partners LP 
OMP is a growth-oriented, fee-based master limited partnership formed by the Company to own, develop, operate and acquire a diversified portfolio of midstream assets in North America that are integral to the oil and natural gas operations of Oasis and are strategically positioned to capture volumes from other producers.
Initial Public Offering of Oasis Midstream Partners LP 
On September 25, 2017, OMP completed its IPO of 7,500,000 common units representing limited partner interests in OMP at a price to the public of $17.00 per common unit ($15.98 per common unit, net of underwriting discounts and commisions). OMP received net proceeds from the IPO of approximately $115.8 million after deducting underwriting discounts, structuring fees and estimated offering expenses and distributed $113.7 million of the net proceeds to Oasis during the third quarter of 2017. Pursuant to the underwriting agreement, OMP granted the underwriters a 30-day option to purchase up to an aggregate of 1,125,000 additional common units (the “Underwriters’ Option”) on the same terms, which was exercised in full on October 10, 2017 and resulted in additional net proceeds of approximately $17.9 million after deducting underwriting discounts and structuring fees. OMP distributed the additional net proceeds of approximately $17.9 million from the Underwriters’ Option to Oasis on October 10, 2017. The common units are traded on the New York Stock Exchange under the symbol OMP.
In exchange for contributed assets, Oasis received 5,125,000 common units and 13,750,000 subordinated units, representing a limited partner interest in OMP and the right to receive cash distributions from OMP. In addition to and concurrent with the closing of the IPO, OMP GP retained a non-economic general partnership interest and was issued incentive distribution rights in OMP.
Class B Units in OMP General Partner LLC
On May 22, 2017, OMP GP granted restricted Class B Units to certain employees, including OMP’s executive officers, as consideration for services to Oasis, OMP GP, and OMP, which vest over a ten-year period. The restricted Class B Units represent 10% of the outstanding units of OMP GP. Compensation expense is recognized ratably over the requisite service period.

7


Contractual Arrangements
In connection with the OMP IPO, the Company entered into several 15-year, fee-based contractual arrangements with OMP for midstream services, including (i) gas gathering, compression, processing and gas lift services; (ii) crude gathering, stabilization, blending, storage and transportation services; (iii) produced and flowback water gathering and disposal services; and (iv) freshwater supply and distribution services. In addition, the Company provides substantial labor and overhead support for OMP. Upon completion of the OMP IPO, the Company entered into a 15-year services and secondment agreement with OMP pursuant to which the Company provides all personnel, equipment, electricity, chemicals and services (including third-party services) required for OMP to operate such assets, and OMP reimburses the Company for its share of the actual costs of operating such assets. In addition, pursuant to the services and secondment agreement, the Company performs centralized corporate, general and administrative services for OMP, such as legal, corporate recordkeeping, planning, budgeting, regulatory, accounting, billing, business development, treasury, insurance administration and claims processing, risk management, health, safety and environmental, information technology, human resources, investor relations, cash management and banking, payroll, internal audit, taxes and engineering. The Company has also seconded to OMP certain of its employees to operate, construct, manage and maintain its assets, and OMP reimburses the Company for direct general and administrative expenses incurred by the Company for the provision of the above services. The expenses of executive officers and non-executive employees are allocated to OMP based on the amount of time spent managing its business and operations.
4. Inventory
Crude oil inventory includes oil in tank. Equipment and materials consist primarily of proppant, chemicals, tubular goods, well equipment to be used in future drilling or repair operations and well fracturing equipment. Crude oil inventory and equipment and materials are included in Inventory on the Company’s Condensed Consolidated Balance Sheets.
The minimum volume of product in a pipeline system that enables the system to operate is known as linefill and is generally not available to be withdrawn from the pipeline system until the expiration of the transportation contract. The Company owns oil linefill in third-party pipelines, which is included in Long-term inventory on the Company’s Condensed Consolidated Balance Sheets.
Inventory, including long-term inventory, is stated at the lower of cost and net realizable value with cost determined on an average cost method. The Company assesses the carrying value of inventory and uses estimates and judgment when making any adjustments necessary to reduce the carrying value to net realizable value. Among the uncertainties that impact the Company’s estimates are the applicable quality and location differentials to include in the Company’s net realizable value analysis. Additionally, the Company estimates the upcoming liquidation timing of the inventory. Changes in assumptions made as to the timing of a sale can materially impact net realizable value.
Total inventory consists of the following:
 
September 30, 2017
 
December 31, 2016
 
(In thousands)
Inventory
 
 
 
Crude oil inventory
$
6,934

 
$
7,086

Equipment and materials
10,235

 
3,562

Total inventory
$
17,169

 
$
10,648

 
 
 
 
Long-term inventory
 
 
 
Linefill in third-party pipelines
$
10,885

 
$

Long-term inventory
$
10,885

 
$

 
 
 
 
Total
$
28,054

 
$
10,648


8


5. Accounts Receivable, Net
The following table sets forth the Company’s accounts receivable, net:
 
September 30, 2017
 
December 31, 2016
 
(In thousands)
Accounts receivable, net
 
 
 
Trade accounts
$
166,516

 
$
137,065

Joint interest accounts
75,175

 
40,322

Other accounts
44,638

 
28,257

Total
286,329

 
205,644

Allowance for doubtful accounts
(946
)
 
(1,309
)
Total accounts receivable, net
$
285,383

 
$
204,335

6. Fair Value Measurements
In accordance with the FASB’s authoritative guidance on fair value measurements, the Company’s financial assets and liabilities are measured at fair value on a recurring basis. The Company’s financial instruments, including certain cash and cash equivalents, accounts receivable, accounts payable and other payables, are carried at cost, which approximates their respective fair market values due to their short-term maturities. The Company recognizes its non-financial assets and liabilities, such as asset retirement obligations (“ARO”) and proved oil and natural gas properties upon impairment, at fair value on a non-recurring basis.
As defined in the authoritative guidance, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). To estimate fair value, the Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated or generally unobservable.
The authoritative guidance establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (“Level 1” measurements) and the lowest priority to unobservable inputs (“Level 3” measurements). The three levels of the fair value hierarchy are as follows:
Level 1 — Unadjusted quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis.
Level 2 — Pricing inputs, other than unadjusted quoted prices in active markets included in Level 1, are either directly or indirectly observable as of the reporting date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument and can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace.
Level 3 — Pricing inputs are generally less observable from objective sources, requiring internally developed valuation methodologies that result in management’s best estimate of fair value.

9


Financial Assets and Liabilities
Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input requires judgment and may affect the valuation of fair value assets and liabilities and their placement within the fair value hierarchy levels. The following tables set forth by level, within the fair value hierarchy, the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis:
 
Fair value at September 30, 2017
 
Level 1
 
Level 2
 
Level 3
 
Total
 
(In thousands)
Assets:
 
 
 
 
 
 
 
Money market funds
$
142

 
$

 
$

 
$
142

Commodity derivative instruments (see Note 7)

 
1,395

 

 
1,395

Total assets
$
142

 
$
1,395

 
$

 
$
1,537

Liabilities:
 
 
 
 
 
 
 
Commodity derivative instruments (see Note 7)
$

 
$
20,115

 
$

 
$
20,115

Total liabilities
$

 
$
20,115

 
$

 
$
20,115

 
Fair value at December 31, 2016
 
Level 1
 
Level 2
 
Level 3
 
Total
 
(In thousands)
Assets:
 
 
 
 
 
 
 
Money market funds
$
141

 
$

 
$

 
$
141

Commodity derivative instruments (see Note 7)

 
362

 

 
362

Total assets
$
141

 
$
362

 
$

 
$
503

Liabilities:
 
 
 
 
 
 
 
Commodity derivative instruments (see Note 7)
$

 
$
72,183

 
$

 
$
72,183

Total liabilities
$

 
$
72,183

 
$

 
$
72,183

The Level 1 instruments presented in the tables above consist of money market funds included in cash and cash equivalents on the Company’s Condensed Consolidated Balance Sheets at September 30, 2017 and December 31, 2016. The Company’s money market funds represent cash equivalents backed by the assets of high-quality major banks and financial institutions. The Company identifies the money market funds as Level 1 instruments because the money market funds have daily liquidity, quoted prices for the underlying investments can be obtained, and there are active markets for the underlying investments.
The Level 2 instruments presented in the tables above consist of commodity derivative instruments, which include oil and natural gas swaps and collars. The fair values of the Company’s commodity derivative instruments are based upon a third-party preparer’s calculation using mark-to-market valuation reports provided by the Company’s counterparties for monthly settlement purposes to determine the valuation of its derivative instruments. The Company has the third-party preparer evaluate other readily available market prices for its derivative contracts, as there is an active market for these contracts. The third-party preparer performs its independent valuation using a moment matching method similar to Turnbull-Wakeman for Asian options. The significant inputs used are crude oil prices, volatility, skew, discount rate and the contract terms of the derivative instruments. The Company compares the third-party preparer’s valuation to counterparty valuation statements, investigating any significant differences, and analyzes monthly valuation changes in relation to movements in crude oil and natural gas forward price curves. The determination of the fair value for derivative instruments also incorporates a credit adjustment for non-performance risk, as required by GAAP. The Company calculates the credit adjustment for derivatives in a net asset position using current credit default swap values for each counterparty. The credit adjustment for derivatives in a net liability position is based on the Company’s market credit spread. Based on these calculations, the Company recorded an adjustment to reduce the fair value of its net derivative liability by $0.5 million at September 30, 2017 and an adjustment to reduce the fair value of its net derivative liability by $2.0 million at December 31, 2016.
There were no transfers between fair value levels during the nine months ended September 30, 2017 and 2016.

10


7. Derivative Instruments
The Company utilizes derivative financial instruments to manage risks related to changes in oil and natural gas prices. The Company’s crude oil and natural gas contracts will settle monthly based on the average NYMEX West Texas Intermediate crude oil index price (“WTI”) and the average NYMEX Henry Hub natural gas index price (“Henry Hub”), respectively. At September 30, 2017, the Company utilized swaps and two-way and three-way costless collar options to reduce the volatility of oil and natural gas prices on a significant portion of its future expected oil and natural gas production. A swap is a sold call and a purchased put established at the same price (both ceiling and floor), which the Company will receive for the volumes under contract. A two-way collar is a combination of options: a sold call and a purchased put. The purchased put establishes a minimum price (floor) and the sold call establishes a maximum price (ceiling) the Company will receive for the volumes under contract. A three-way collar is a combination of options: a sold call, a purchased put and a sold put. The purchased put establishes a minimum price (floor), unless the market price falls below the sold put (sub-floor), at which point the minimum price would be the NYMEX index price plus the difference between the purchased put and the sold put strike price. The sold call establishes a maximum price (ceiling) the Company will receive for the volumes under contract.
All derivative instruments are recorded on the Company’s Condensed Consolidated Balance Sheets as either assets or liabilities measured at fair value (see Note 6 – Fair Value Measurements). The Company has not designated any derivative instruments as hedges for accounting purposes and does not enter into such instruments for speculative trading purposes. If a derivative does not qualify as a hedge or is not designated as a hedge, the changes in fair value are recognized in the other income (expense) section of the Company’s Condensed Consolidated Statements of Operations as a net gain or loss on derivative instruments. The Company’s cash flow is only impacted when the actual settlements under the derivative contracts result in making a payment to or receiving a payment from the counterparty. These cash settlements represent the cumulative gains and losses on the Company’s derivative instruments and do not include a recovery of costs that were paid to acquire or modify the derivative instruments that were settled. Cash settlements are reflected as investing activities in the Company’s Condensed Consolidated Statements of Cash Flows.
At September 30, 2017, the Company had the following outstanding commodity derivative instruments:
Commodity

Settlement
Period

Derivative
Instrument

Volumes

Weighted Average Prices

Fair Value
Asset (Liability)




Swap

Sub-Floor

Floor

Ceiling



 

 






(In thousands)
Crude oil

2017

Swaps

2,428,000

 Bbl

$
49.98

 
 
 
 
 
 

$
(3,220
)
Crude oil

2017

Two-way collar

728,000

 Bbl

 
 
 
 
$
46.25

 
$
54.37


(576
)
Crude oil

2017

Three-way collar

546,000

 Bbl

 
 
$
31.67

 
$
45.83

 
$
59.94


42

Crude oil

2018

Swaps

12,951,000

 Bbl

$
50.81

 
 
 
 
 
 

(13,746
)
Crude oil

2018

Two-way collar

1,250,000

 Bbl

 
 
 
 
$
48.19

 
$
53.33


(927
)
Crude oil

2018

Three-way collar

186,000

 Bbl

 
 
$
31.67

 
$
45.83

 
$
59.94


51

Crude oil

2019

Swaps

3,423,000

 Bbl

$
50.83

 
 
 
 
 
 

(846
)
Crude oil

2019

Two-way collar

93,000

 Bbl

 
 
 
 
$
48.67

 
$
53.07


(25
)
Crude oil
 
2020
 
Swaps
 
217,000

 Bbl
 
$
50.82

 
 
 
 
 
 
 
28

Natural gas
 
2017
 
Swaps
 
2,024,000

 Mmbtu
 
$
3.30

 
 
 
 
 
 
 
502

Natural gas
 
2018
 
Swaps
 
6,205,000

 Mmbtu
 
$
3.05

 
 
 
 
 
 
 
(3
)












 

 


$
(18,720
)
The following table summarizes the location and amounts of gains and losses from the Company’s commodity derivative instruments recorded in the Company’s Condensed Consolidated Statements of Operations for the periods presented:
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
Statement of Operations Location
 
2017
 
2016
 
2017
 
2016
 
 
(In thousands)
Net gain (loss) on derivative instruments
 
$
(54,310
)
 
$
20,847

 
$
52,297

 
$
(55,624
)

11


In accordance with the FASB’s authoritative guidance on disclosures about offsetting assets and liabilities, the Company is required to disclose both gross and net information about instruments and transactions eligible for offset in the statement of financial position as well as instruments and transactions subject to an agreement similar to a master netting agreement. The Company’s derivative instruments are presented as assets and liabilities on a net basis by counterparty, as all counterparty contracts provide for net settlement. No margin or collateral balances are deposited with counterparties, and as such, gross amounts are offset to determine the net amounts presented in the Company’s Condensed Consolidated Balance Sheets.
The following table summarizes the location and fair value of all outstanding commodity derivative instruments recorded in the Company’s Condensed Consolidated Balance Sheets: 
 
 
 
 
September 30, 2017
Commodity
 
Balance Sheet Location
 
Gross Recognized Assets/Liabilities
 
Gross Amount Offset
 
Net Recognized Fair Value Assets/Liabilities
 
 
 
 
(In thousands)
Derivatives assets:
 
 
 
 
 
 
 
 
Commodity contracts
 
Derivative instruments — current assets
 
$
971

 
$
(279
)
 
$
692

Commodity contracts
 
Derivative instruments — non-current assets
 
2,197

 
(1,494
)
 
703

Total derivatives assets
 
$
3,168

 
$
(1,773
)
 
$
1,395

Derivatives liabilities:
 
 
 
 
 
 
 
 
Commodity contracts
 
Derivative instruments — current liabilities
 
$
24,590

 
$
(8,178
)
 
$
16,412

Commodity contracts
 
Derivative instruments — non-current liabilities
 
5,284

 
(1,581
)
 
3,703

Total derivatives liabilities
 
$
29,874

 
$
(9,759
)
 
$
20,115

 
 
 
 
 
 
 
 
 
 
 
 
 
December 31, 2016
Commodity
 
Balance Sheet Location
 
Gross Recognized Asset/Liabilities
 
Gross Amount Offset
 
Net Recognized Fair Value Asset/Liabilities
 
 
 
 
(In thousands)
Derivatives assets:
 
 
 
 
 
 
 
 
Commodity contracts
 
Derivative instruments — current assets
 
$
482

 
$
(120
)
 
$
362

Total derivatives assets
 
$
482

 
$
(120
)
 
$
362

Derivatives liabilities:
 
 
 
 
 
 
 
 
Commodity contracts
 
Derivative instruments — current liabilities
 
$
66,838

 
$
(6,369
)
 
$
60,469

Commodity contracts
 
Derivative instruments — non-current liabilities
 
14,164

 
(2,450
)
 
11,714

Total derivatives liabilities
 
$
81,002

 
$
(8,819
)
 
$
72,183


12


8. Property, Plant and Equipment
The following table sets forth the Company’s property, plant and equipment:
 
September 30, 2017
 
December 31, 2016
 
(In thousands)
Proved oil and gas properties(1)
$
6,828,758

 
$
6,476,833

Less: accumulated depreciation, depletion, amortization and impairment
(2,258,203
)
 
(1,886,732
)
Proved oil and gas properties, net
4,570,555

 
4,590,101

Unproved oil and gas properties
812,027

 
819,735

Other property and equipment
783,542

 
618,790

Less: accumulated depreciation
(130,506
)
 
(109,059
)
Other property and equipment, net
653,036

 
509,731

Total property, plant and equipment, net
$
6,035,618

 
$
5,919,567

__________________
(1)
Included in the Company’s proved oil and gas properties are estimates of future asset retirement costs of $44.0 million and $42.9 million at September 30, 2017 and December 31, 2016, respectively.
Midstream assets acquisition. On April 25, 2017, the Company completed purchase and sale agreements with two undisclosed private sellers to acquire certain midstream assets in McKenzie County, North Dakota for total consideration of $12.7 million, which includes $4.9 million of installment notes payable. Based on the FASB’s authoritative guidance, the acquisition qualified as a business combination, and as such, the Company estimated the fair value of the assets acquired as of the acquisition date. The Company recorded the assets acquired at their estimated fair value of $12.7 million, which the Company considers to be representative of the price paid by a typical market participant. This measurement resulted in no goodwill or bargain purchase being recognized.
The results of operations for the acquisition have been included in the Company’s condensed consolidated financial statements since the closing date. Pro forma information is not presented as the pro forma results would not be materially different from the information presented in the Company’s Condensed Consolidated Statement of Operations.
9. Long-Term Debt
The Company’s long-term debt consists of the following:
 
September 30, 2017
 
December 31, 2016
 
(In thousands)
Senior secured revolving line of credit
$
395,000

 
$
363,000

OMP revolving line of credit

 

Senior unsecured notes
 
 
 
7.25% senior unsecured notes due February 1, 2019
54,275

 
54,275

6.5% senior unsecured notes due November 1, 2021
395,501

 
395,501

6.875% senior unsecured notes due March 15, 2022
937,080

 
937,080

6.875% senior unsecured notes due January 15, 2023
366,094

 
366,094

2.625% senior unsecured convertible notes due September 15, 2023
300,000

 
300,000

Total principal of senior unsecured notes
2,052,950

 
2,052,950

Less: unamortized deferred financing costs on senior unsecured notes
(24,295
)
 
(28,268
)
Less: unamortized debt discount on senior unsecured convertible notes
(83,042
)
 
(90,468
)
Total long-term debt
$
2,340,613

 
$
2,297,214

The carrying amount of the Company’s long-term debt reported in the Condensed Consolidated Balance Sheet at September 30, 2017 was $2,340.6 million, which included $2,053.0 million of senior unsecured notes, a reduction for the unamortized debt discount related to the equity component of the senior unsecured convertible notes and a reduction for the unamortized deferred financing costs on the senior unsecured notes of $83.0 million and $24.3 million, respectively, and $395.0 million of borrowings under the senior secured revolving line of credit (the “Oasis Credit Facility”). The Company’s revolving credit facility is recorded at a value that approximates its fair value since its variable interest rate is tied to current market rates. The fair value of the Company’s senior unsecured notes, which are publicly traded and therefore categorized as Level 1 liabilities, was $2,109.1 million at September 30, 2017.

13


Senior secured revolving line of credit. The Company has the Oasis Credit Facility of $2,500.0 million as of September 30, 2017, which has a maturity date of April 13, 2020, provided that the 7.25% senior unsecured notes due February 1, 2019 (the “2019 Notes”), of which $54.3 million is outstanding, are retired or refinanced 90 days prior to their maturity. The Oasis Credit Facility is restricted to a borrowing base, which is reserve-based and subject to semi-annual redeterminations on April 1 and October 1 of each year. On April 10, 2017, the lenders under the Oasis Credit Facility (the “Lenders”) completed their regular semi-annual redetermination of the borrowing base scheduled for April 1, 2017, resulting in an increase in the borrowing base from $1,150.0 million to $1,600.0 million; however, the Company elected to limit the Lenders’ aggregate commitment to $1,150.0 million. On September 25, 2017, the Company entered into the ninth amendment to the Oasis Credit Facility to permit the transactions and agreements entered into in connection with the OMP IPO.
At September 30, 2017, the Company had $395.0 million of LIBOR loans at a weighted average interest rate of 3.0% and $10.0 million of outstanding letters of credit issued under the Oasis Credit Facility, resulting in an unused borrowing base committed capacity of $745.0 million. On a quarterly basis, the Company also pays a 0.375% (as of September 30, 2017) annualized commitment fee on the average amount of borrowing base capacity not utilized during the quarter and fees calculated on the average amount of letter of credit balances outstanding during the quarter.
The Company was in compliance with the financial covenants of the Oasis Credit Facility as of September 30, 2017.
OMP Operating LLC revolving line of credit. On September 25, 2017, OMP entered into a credit agreement (the “OMP Credit Agreement”) for a $200.0 million revolving credit facility with OMP Operating LLC, a subsidiary of OMP (see Note 3Oasis Midstream Partners LP), as borrower (the “OMP Credit Facility”), which has a maturity date of September 25, 2022. The OMP Credit Facility is available to fund working capital and to finance acquisitions and other capital expenditures of OMP. The OMP Credit Facility includes a letter of credit sublimit of $10.0 million and a swingline loans sublimit of $10.0 million. The borrowing capacity on the OMP Credit Facility may be increased up to $400.0 million, subject to certain conditions. No amounts were outstanding under the OMP Credit Facility at September 30, 2017.
Borrowings under the OMP Credit Facility bear interest at a rate per annum equal to the applicable margin (as described below) plus (i) with respect to Eurodollar Loans, the Adjusted LIBO Rate (as defined in the OMP Credit Agreement) or (ii) with respect to ABR Loans, the greatest of (A) the Prime Rate in effect on such day, (B) the Federal Funds Effective Rate in effect on such day plus 1/2 of 1.00% or (C) the Adjusted LIBO Rate for a one-month interest period on such day plus 1.00% (each as defined in the OMP Credit Agreement). The applicable margin for borrowings under the OMP Credit Facility varies from (a) in the case of Eurodollar Loans, 1.75% to 2.75%, and (b) in the case of ABR Loans or swingline loans, 0.75% to 1.75%. The unused portion of the OMP Credit Facility is subject to a commitment fee ranging from 0.375% to 0.500%.
The OMP Credit Facility includes certain financial covenants as of the end of each fiscal quarter, including a (1) consolidated leverage ratio, (2) consolidated secured leverage ratio and (3) consolidated interest coverage ratio (each covenant as described in the OMP Credit Facility). All obligations of OMP Operating LLC, as the borrower under the OMP Credit Facility, are guaranteed by OMP and all wholly-owned material subsidiaries of OMP. OMP Operating LLC was in compliance with the financial covenants of the OMP Credit Facility at September 30, 2017.
Senior unsecured notes. At September 30, 2017, the Company had $1,753.0 million principal amount of senior unsecured notes outstanding with maturities ranging from February 2019 to January 2023 and coupons ranging from 6.50% to 7.25% (the “Senior Notes”). Prior to certain dates, the Company has the option to redeem some or all of the Senior Notes for cash at certain redemption prices equal to a certain percentage of their principal amount plus an applicable make-whole premium and accrued and unpaid interest to the redemption date. The 2019 Notes are currently redeemable for cash at a redemption price equal to par plus accrued and unpaid interest to the redemption date.

14


Senior unsecured convertible notes. In September 2016, the Company issued $300.0 million of 2.625% senior unsecured convertible notes due September 2023 (the “Senior Convertible Notes”). The Company has the option to settle conversions of these notes with cash, shares of common stock or a combination of cash and common stock at its election. The Company’s intent is to settle the principal amount of the Senior Convertible Notes in cash upon conversion. Prior to March 15, 2023, the Senior Convertible Notes will be convertible only under the following circumstances: (i) during any calendar quarter (and only during such calendar quarter), if the last reported sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (ii) during the five business day period after any five consecutive trading day period (the “measurement period”) in which the trading price per $1,000 principal amount of the Senior Convertible Notes for each trading day of the measurement period is less than 98% of the product of the last reported sale price of the Company’s common stock and the conversion rate on each such trading day; or (iii) upon the occurrence of specified corporate events, including certain distributions or a fundamental change. On or after March 15, 2023, the Senior Convertible Notes will be convertible at any time until the second scheduled trading day immediately preceding their September 15, 2023 maturity date. The Senior Convertible Notes will be convertible at an initial conversion rate of 76.3650 shares of the Company’s common stock per $1,000 principal amount of the Senior Convertible Notes, which is equivalent to an initial conversion price of approximately $13.10. The conversion rate will be subject to adjustment in some events but will not be adjusted for any accrued and unpaid interest. In addition, following certain corporate events that occur prior to the maturity date or a notice of redemption, the Company will increase the conversion rate for a holder who elects to convert its Senior Convertible Notes in connection with such corporate event or redemption in certain circumstances. As of September 30, 2017, none of the contingent conditions allowing holders of the Senior Convertible Notes to convert these notes had been met.
Upon issuance, the Company separately accounted for the liability and equity components of the Senior Convertible Notes in accordance with Accounting Standards Codification 470-20. The liability component was recorded at the estimated fair value of a similar debt instrument without the conversion feature. The difference between the principal amount of the Senior Convertible Notes and the estimated fair value of the liability component was recorded as a debt discount and will be amortized to interest expense over the term of the notes using the effective interest method, with an effective interest rate of 8.97% per annum. The fair value of the Senior Convertible Notes as of the issuance date was estimated at $206.8 million, resulting in a debt discount at inception of $93.2 million. The equity component, representing the value of the conversion option, was computed by deducting the fair value of the liability component from the initial proceeds of the Senior Convertible Notes issuance. This equity component was recorded, net of deferred taxes and issuance costs, in additional paid-in capital and will not be remeasured as long as it continues to meet the conditions for equity classification. 
Interest on the Senior Notes and the Senior Convertible Notes (collectively, the “Notes”) is payable semi-annually in arrears. The Notes are guaranteed on a senior unsecured basis by the Company, along with its material subsidiaries (the “Guarantors”), which are 100% owned by the Company. These guarantees are full and unconditional and joint and several among the Guarantors, subject to certain customary release provisions. The indentures governing the Notes contain customary events of default as well as covenants that place restrictions on the Company and certain of its subsidiaries.
10. Asset Retirement Obligations
The following table reflects the changes in the Company’s ARO during the nine months ended September 30, 2017:
 
(In thousands)
Balance at December 31, 2016
$
49,687

Liabilities incurred during period
1,333

Liabilities settled during period
(103
)
Accretion expense during period(1)
1,998

Revisions to estimates
(215
)
Balance at September 30, 2017
$
52,700

___________________
(1)
Included in depreciation, depletion and amortization on the Company’s Condensed Consolidated Statements of Operations.

At September 30, 2017, the current portion of the total ARO balance was approximately $0.3 million and was included in accrued liabilities on the Company’s Condensed Consolidated Balance Sheet.

15


11. Income Taxes
The Company’s effective tax rate for the three and nine months ended September 30, 2017 was 31.5% and 41.2%, respectively. For the three months ended September 30, 2017, the effective tax rate was lower than the combined federal statutory rate and the statutory rates for the states in which the Company conducts business due to the portion of OMP’s earnings allocated to the non-controlling public limited partners, which are not subject to tax for the Company, and the permanent differences related to amounts expensed for book purposes versus the amounts deductible for income tax purposes related to equity-based compensation vesting at prices lower than the grant date values. For the nine months ended September 30, 2017, the effective tax rate was higher than the combined federal statutory rate and the statutory rates for the states in which the Company conducts business due to the permanent differences related to amounts expensed for book purposes versus the amounts deductible for income tax purposes related to equity-based compensation vesting at prices higher than the grant date values and non-deductible compensation, offset by the portion of OMP’s earnings allocated to the non-controlling public limited partners, which are not subject to tax for the Company.
The Company’s effective tax rate for the three and nine months ended September 30, 2016 was 33.0% and 34.0%, respectively. For the three and nine months ended September 30, 2016, the effective tax rates were lower than the combined federal statutory rate and the statutory rates for the states in which the Company conducts business due to the impact of permanent differences on pre-tax loss for these periods. The permanent differences for these periods were primarily between amounts expensed for book purposes versus the amounts deductible for income tax purposes related to equity-based compensation vesting at prices lower than the grant date values during the three and nine months ended September 30, 2016.
12. Equity-Based Compensation
Restricted stock awards. The Company has granted restricted stock awards to employees and directors under its Amended and Restated 2010 Long Term Incentive Plan, the majority of which vest over a three-year period. The fair value of restricted stock awards is based on the closing sales price of the Company’s common stock on the date of grant. Compensation expense is recognized ratably over the requisite service period.
During the nine months ended September 30, 2017, employees and non-employee directors of the Company were granted restricted stock awards equal to 1,624,810 shares of common stock with a $15.08 weighted average grant date per share value. Equity-based compensation expense recorded for restricted stock awards for the three and nine months ended September 30, 2017 was $4.9 million and $15.2 million, respectively, and $4.8 million and $15.5 million for the three and nine months ended September 30, 2016, respectively. Equity-based compensation expense is included in general and administrative expenses on the Company’s Condensed Consolidated Statements of Operations.
Performance share units. The Company has granted performance share units (“PSUs”) to officers of the Company under its Amended and Restated 2010 Long Term Incentive Plan. The PSUs are awards of restricted stock units, and each PSU that is earned represents the right to receive one share of the Company’s common stock.
During the nine months ended September 30, 2017, officers of the Company were granted 509,800 PSUs with a $16.89 weighted average grant date per share value. Equity-based compensation expense recorded for PSUs for the three and nine months ended September 30, 2017 was $1.6 million and $5.1 million, respectively, and $1.0 million and $3.2 million for the three and nine months ended September 30, 2016, respectively. Equity-based compensation expense is included in general and administrative expenses on the Company’s Condensed Consolidated Statements of Operations.
The Company accounted for these PSUs as equity awards pursuant to the FASB’s authoritative guidance for share-based payments. The number of PSUs to be earned is subject to a market condition, which is based on a comparison of the total shareholder return (“TSR”) achieved with respect to shares of the Company’s common stock against the TSR achieved by a defined peer group at the end of the performance periods. Depending on the Company’s TSR performance relative to the defined peer group, award recipients will earn between 0% and 200% of the initial PSUs granted. All compensation expense related to the PSUs will be recognized if the requisite performance period is fulfilled, even if the market condition is not achieved.
The aggregate grant date fair value of the market-based awards was determined using a Monte Carlo simulation model. The Monte Carlo simulation model uses assumptions regarding random projections and must be repeated numerous times to achieve a probabilistic assessment. The key valuation assumptions for the Monte Carlo model are the forecast period, initial value, risk-free interest rate, volatility and correlation coefficients. The risk-free interest rates are the U.S. Treasury bond rates on the date of grant that correspond to each performance period. The initial value is the average of the volume weighted average prices for the 30 trading days prior to the start of the performance cycle for the Company and each of its peers. Volatility was calculated from the daily historical returns of 30-day volume weighted average stock prices over a historical period for the Company and each of its peers. The correlation coefficients are measures of the strength of the linear relationship between and amongst the Company and its peers estimated based on historical stock price data.

16


The following assumptions were used for the Monte Carlo model to determine the grant date fair value and associated equity-based compensation expense of the PSUs granted during the nine months ended September 30, 2017:
Risk-free interest rate
1.18% - 1.66%

Oasis volatility
17.16
%
OMP unit-based compensation. In September 2017, OMP GP adopted the Oasis Midstream Partners LP 2017 Long Term Incentive Plan (“OMP LTIP”). The OMP LTIP provides for the grant, from time to time at the discretion of the board of directors of OMP GP, of options, unit appreciation rights, restricted units, phantom units, unit awards, substitute awards, other unit-based awards or cash awards and includes any tandem distribution equivalent rights with respect to certain awards. The purpose of awards under the OMP LTIP is to provide additional incentive compensation to individuals providing services to OMP, and to align the economic interests of such individuals with the interests of OMP’s unitholders.
The aggregate number of common units that may be issued pursuant to any and all awards under the OMP LTIP shall initially be equal to 1,842,500 common units, subject to proportionate adjustment in the event of unit splits and similar events. Additionally, each year, the total number of common units that may be issued pursuant to the OMP LTIP shall increase by 1% of the number of common units outstanding on a fully diluted basis (calculated by adding to the number of common units outstanding, all outstanding securities convertible into common units on such date on an as-converted basis). Common units subject to awards that are canceled, forfeited, withheld to satisfy exercise prices or tax withholding obligations or otherwise terminated without delivery of common units will be available for delivery pursuant to other awards.
In connection with the OMP IPO, certain directors of OMP were granted 11,766 restricted unit awards which vest over a one-year period with a weighted average grant date fair value of $17.00 per common unit. OMP accounted for these restricted unit awards as equity awards, pursuant to the FASB’s authoritative guidance for share-based payments. Equity-based compensation expense is recognized ratably over the requisite service period. Equity-based compensation expense recorded for restricted unit awards for the three and nine months ended September 30, 2017 is included in general and administrative expenses on the the Company’s Condensed Consolidated Statements of Operations.
13. Earnings (Loss) Per Share
Basic earnings (loss) per share is computed by dividing the earnings (loss) attributable to Oasis common stockholders by the weighted average number of shares outstanding for the periods presented. The calculation of diluted earnings (loss) per share includes the potential dilutive impact of unvested restricted stock awards and contingently issuable shares related to PSUs and senior convertible notes during the periods presented, unless their effect is anti-dilutive. There are no adjustments made to the income (loss) attributable to Oasis available to common stockholders in the calculation of diluted earnings (loss) per share.
The following is a calculation of the basic and diluted weighted average shares outstanding for the three and nine months ended September 30, 2017 and 2016: 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2017
 
2016
 
2017
 
2016
 
(In thousands)
Basic weighted average common shares outstanding
233,389

 
177,120

 
233,248

 
172,360

Dilutive effect of restricted stock awards and PSUs

 

 

 

Diluted weighted average common shares outstanding
233,389

 
177,120

 
233,248

 
172,360

During the three and nine months ended September 30, 2017 and 2016, the Company incurred a net loss and therefore the diluted loss per share calculation for those periods excludes the anti-dilutive effect of unvested stock awards. The following is a calculation of weighted average common shares excluded from diluted earnings (loss) per share due to the anti-dilutive effect:
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2017
 
2016
 
2017
 
2016
 
(In thousands)
Restricted stock awards and PSUs
5,841

 
5,140

 
5,988

 
4,935


17


The Company issued its Senior Convertible Notes in September 2016 (see Note 9 – Long-Term Debt). The Company has the option to settle conversions of its Senior Convertible Notes with cash, shares of common stock or a combination of cash and common stock at its election. The Company’s intent is to settle the principal amount of the Senior Convertible Notes in cash upon conversion. As a result, only the amount by which the conversion value exceeds the aggregate principal amount of the notes (conversion spread) is considered in the diluted earnings per share computation under the treasury stock method. As of the three and nine months ended September 30, 2017, the conversion value did not exceed the principal amount of the notes, and accordingly, there was no impact to diluted earnings per share for the three and nine months ended September 30, 2017.
14. Business Segment Information
The Company’s exploration and production segment is engaged in the acquisition and development of oil and natural gas properties. Revenues for the exploration and production segment are derived from the sale of oil and natural gas production. The Company’s midstream services business segment (OMS) performs produced and flowback water gathering and disposal services, fresh water services, natural gas gathering and processing and crude oil gathering and transportation and other midstream services for the Company’s oil and natural gas wells operated by OPNA. Revenues for the midstream segment are primarily derived from produced and flowback water pipeline transport, produced and flowback water disposal, fresh water sales, natural gas gathering and processing and crude oil gathering, blending, stabilization and transportation. The Company’s well services business segment (OWS) performs completion services for the Company’s oil and natural gas wells operated by OPNA. Revenues for the well services segment are derived from providing well services, product sales and equipment rentals. The revenues and expenses related to work performed by OMS and OWS for OPNA’s working interests are eliminated in consolidation, and only the revenues and expenses related to non-affiliated working interest owners are included in the Company’s Condensed Consolidated Statements of Operations. These segments represent the Company’s three operating units, each offering different products and services. The Company’s corporate activities have been allocated to the supported business segments accordingly.

18


Management evaluates the performance of the Company’s business segments based on operating income. The following table summarizes financial information for the Company’s three business segments for the periods presented:
 
 
Exploration and
Production
 
Midstream Services
 
Well Services
 
Eliminations
 
Consolidated
 
(In thousands)
Three months ended September 30, 2017:
 
Revenues from non-affiliates
$
269,843

 
$
18,767

 
$
16,138

 
$

 
$
304,748

Inter-segment revenues

 
28,893

 
31,025

 
(59,918
)
 

Total revenues
269,843

 
47,660

 
47,163

 
(59,918
)
 
304,748

Operating income
3,484

 
25,194

 
10,802

 
(7,086
)
 
32,394

Other income (expense)
(92,319
)
 
(15
)
 
30

 

 
(92,304
)
Income (loss) before income taxes including non-controlling interests
$
(88,835
)
 
$
25,179

 
$
10,832

 
$
(7,086
)
 
$
(59,910
)
 
 
Three months ended September 30, 2016:
 
Revenues from non-affiliates
$
158,183

 
$
8,487

 
$
10,641

 
$

 
$
177,311

Inter-segment revenues

 
20,790

 
11,818

 
(32,608
)
 

Total revenues
158,183

 
29,277

 
22,459

 
(32,608
)
 
177,311

Operating income (loss)
(41,857
)
 
16,525

 
1,572

 
(1,942
)
 
(25,702
)
Other income (expense)
(24,476
)
 
(460
)
 
5

 

 
(24,931
)
Income (loss) before income taxes
$
(66,333
)
 
$
16,065

 
$
1,577

 
$
(1,942
)
 
$
(50,633
)
 
 
Nine months ended September 30, 2017:
 
Revenues from non-affiliates
$
761,450

 
$
48,939

 
$
33,566

 
$

 
$
843,955

Inter-segment revenues

 
76,674

 
68,028

 
(144,702
)
 

Total revenues
761,450

 
125,613

 
101,594

 
(144,702
)
 
843,955

Operating income (loss)
(12,972
)
 
69,059

 
9,161

 
(7,383
)
 
57,865

Other income (expense)
(59,027
)
 
(13
)
 
34

 

 
(59,006
)
Income (loss) before income taxes including non-controlling interests
$
(71,999
)
 
$
69,046

 
$
9,195

 
$
(7,383
)
 
$
(1,141
)
 
 
Nine months ended September 30, 2016:
 
Revenues from non-affiliates
$
434,835

 
$
22,380

 
$
29,459

 
$

 
$
486,674

Inter-segment revenues

 
65,650

 
45,023

 
(110,673
)
 

Total revenues
434,835

 
88,030

 
74,482

 
(110,673
)
 
486,674

Operating income (loss)
(175,480
)
 
49,724

 
3,420

 
(6,795
)
 
(129,131
)
Other income (expense)
(155,595
)
 
(462
)
 
42

 

 
(156,015
)
Income (loss) before income taxes
$
(331,075
)
 
$
49,262

 
$
3,462

 
$
(6,795
)
 
$
(285,146
)
 
 
At September 30, 2017:
 
Property, plant and equipment, net
$
5,595,611

 
$
577,883

 
$
43,175

 
$
(181,051
)
 
$
6,035,618

Total assets(1)
5,930,040

 
589,506

 
52,717

 
(181,051
)
 
6,391,212

At December 31, 2016:
 
 
 
 
 
 
 
 
 
Property, plant and equipment, net
$
5,620,558

 
$
424,197

 
$
47,189

 
$
(172,377
)
 
$
5,919,567

Total assets(1)
5,868,747

 
431,095

 
51,167

 
(172,377
)
 
6,178,632

___________________
(1)
Intercompany receivables (payables) for all segments were reclassified to capital contributions from (distributions to) parent and not included in total assets.

19


15. Commitments and Contingencies
The Company has various contractual obligations in the normal course of its operations. As of September 30, 2017, there have been no material changes to the Company’s future commitments as disclosed in Note 16 in the Company’s 2016 Annual Report.
Litigation. The Company is party to various legal and/or regulatory proceedings from time to time arising in the ordinary course of business. When the Company determines that a loss is probable of occurring and is reasonably estimable, the Company accrues an undiscounted liability for such contingencies based on its best estimate using information available at the time. The Company discloses contingencies where an adverse outcome may be material, or in the judgment of management, the matter should otherwise be disclosed.
Mirada litigation. On March 23, 2017, Mirada Energy, LLC, Mirada Wild Basin Holding Company, LLC and Mirada Energy Fund I, LLC (collectively, “Mirada”) filed a lawsuit against Oasis, OPNA and Oasis Midstream Services LLC, seeking monetary damages in excess of $100 million, declaratory relief, attorneys’ fees and costs (Mirada Energy, LLC, et al. v. Oasis Petroleum North America LLC, et al.; in the 334th Judicial District Court of Harris County, Texas; Case Number 2017-19911). Mirada asserts that it is a working interest owner in certain acreage owned and operated by the Company in Wild Basin. Specifically, Mirada asserts that the Company has breached certain agreements by: (1) failing to allow Mirada to participate in the Company’s midstream operations in Wild Basin; (2) refusing to provide Mirada with information that Mirada contends is required under certain agreements and failing to provide information in a timely fashion; (3) failing to consult with Mirada and failing to obtain Mirada’s consent prior to drilling more than one well at a time in Wild Basin; and (4) by overstating the estimated costs of proposed well operations in Wild Basin. Mirada seeks a declaratory judgment that the Company be removed as operator in Wild Basin at Mirada’s election and that Mirada be allowed to elect a new operator; certain agreements apply to the Company and Mirada and Wild Basin with respect to this dispute; the Company be required to provide all information within its possession regarding proposed or ongoing operations in Wild Basin; and the Company not be permitted to drill, or propose to drill, more than one well at a time in Wild Basin without obtaining Mirada’s consent. Mirada also seeks a declaratory judgment with respect to the Company’s current midstream operations in Wild Basin. Specifically, Mirada seeks a declaratory judgment that Mirada has a right to participate in the Company’s Wild Basin midstream operations, consisting of produced water disposal, crude oil gathering and gas gathering and processing; that, upon Mirada’s election to participate, Mirada is obligated to pay its proportionate costs of the Company’s midstream operations in Wild Basin; and that Mirada would then be entitled to receive a share of revenues from the midstream operations and would not be charged any amount for its use of these facilities for production from the “Contract Area.”
On June 30, 2017, Mirada amended its original petition to add a claim that the Company has breached certain agreements by charging Mirada for midstream services provided by its affiliates and to seek a declaratory judgment that Mirada is entitled to be paid its share of total proceeds from the sale of hydrocarbons received by OPNA or any affiliate of OPNA without deductions for midstream services provided by OPNA or its affiliates.
The Company believes that Mirada’s claims are without merit, that the Company has complied with its obligations under the applicable agreements and that some of Mirada’s claims are grounded in agreements which do not apply to the Company. The Company filed an answer denying Mirada’s claims on April 21, 2017, and intends to vigorously defend against Mirada’s claims. Discovery is ongoing, and trial is currently scheduled for July 2018. However, the Company cannot predict or guarantee the ultimate outcome or resolution of such matter. If such matter were to be determined adversely to the Company’s interests, or if the Company were forced to settle such matter for a significant amount, such resolution or settlement could have a material adverse effect on the Company’s business, results of operations and financial condition. Such an adverse determination could materially impact the Company’s ability to operate its properties in Wild Basin or develop its identified drilling locations in Wild Basin on its current development schedule. A determination that Mirada has a right to participate in the Company’s midstream operations could materially reduce the interests of the Company in their current assets and future midstream opportunities and related revenues in Wild Basin.

20


16. Condensed Consolidating Financial Information
The Notes (see Note 9 – Long-Term Debt) are guaranteed on a senior unsecured basis by the Guarantors, which are 100% owned by the Company. These guarantees are full and unconditional and joint and several among the Guarantors. Certain of the Company’s operating units, including OMP (see Note 3Oasis Midstream Partners LP), which is accounted for on a consolidated basis, do not guarantee the Notes (“Non-Guarantor Subsidiaries”).
The following financial information reflects consolidating financial information of the parent company, Oasis Petroleum Inc. (“Issuer”), its Guarantors on a combined basis and the Non-Guarantor Subsidiaries on a combined basis, prepared on the equity basis of accounting. The information is presented in accordance with the requirements of Rule 3-10 under the SEC’s Regulation S-X. The financial information may not necessarily be indicative of results of operations, cash flows or financial position had the Guarantors operated as independent entities. The Company has not presented separate financial and narrative information for each of the Guarantors because it believes such financial and narrative information would not provide any additional information that would be material in evaluating the sufficiency of the Guarantors.

21


Condensed Consolidating Balance Sheet
 
September 30, 2017
 
Parent/
Issuer
 
Combined
Guarantor
Subsidiaries
 
Non-Guarantor Subsidiaries
 
Intercompany
Eliminations
 
Consolidated
 
(In thousands)
ASSETS
 
 
 
 
 
 
 
 
 
Current assets
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
178

 
$
8,310

 
$

 
$

 
$
8,488

Accounts receivable, net

 
285,325

 
58

 

 
285,383

Accounts receivable - affiliates
136,004

 
34,226

 
5,611

 
(175,841
)
 

Inventory

 
17,169

 

 

 
17,169

Prepaid expenses
465

 
10,153

 
29

 

 
10,647

Derivative instruments

 
692

 

 

 
692

Other current assets

 
65

 

 

 
65

Total current assets
136,647

 
355,940

 
5,698

 
(175,841
)
 
322,444

Property, plant and equipment


 


 
 
 


 


Oil and gas properties (successful efforts method)

 
7,640,785

 

 

 
7,640,785

Other property and equipment

 
261,444

 
522,098

 

 
783,542

Less: accumulated depreciation, depletion, amortization and impairment

 
(2,358,848
)
 
(29,861
)
 

 
(2,388,709
)
Total property, plant and equipment, net

 
5,543,381

 
492,237

 

 
6,035,618

Investments in and advances to subsidiaries
4,535,693

 
376,528

 

 
(4,912,221
)
 

Derivative instruments

 
703

 

 

 
703

Deferred income taxes
269,704

 

 

 
(269,704
)
 

Long-term inventory

 
10,885

 

 

 
10,885

Other assets

 
19,614

 
1,948

 

 
21,562

Total assets
$
4,942,044

 
$
6,307,051

 
$
499,883

 
$
(5,357,766
)
 
$
6,391,212

LIABILITIES AND STOCKHOLDERS’ EQUITY
 
 
 
 
 
 
 
 
 
Current liabilities
 
 
 
 
 
 
 
 
 
Accounts payable
$

 
$
16,348

 
$

 
$

 
$
16,348

Accounts payable - affiliates
33,885

 
141,615

 
341

 
(175,841
)
 

Revenues and production taxes payable

 
169,361

 

 

 
169,361

Accrued liabilities
(8
)
 
188,375

 
5,790

 

 
194,157

Accrued interest payable
19,872

 
449

 
4

 

 
20,325

Derivative instruments

 
16,412

 

 

 
16,412

Advances from joint interest partners

 
5,095

 

 

 
5,095

Total current liabilities
53,749

 
537,655

 
6,135

 
(175,841
)
 
421,698

Long-term debt
1,945,613

 
395,000

 

 

 
2,340,613

Deferred income taxes

 
778,039

 

 
(269,704
)
 
508,335

Asset retirement obligations

 
51,156

 
1,257

 

 
52,413

Derivative instruments

 
3,703

 

 

 
3,703

Other liabilities

 
5,805

 

 

 
5,805

Total liabilities
1,999,362

 
1,771,358

 
7,392

 
(445,545
)
 
3,332,567

Stockholders’ equity
 
 
 
 
 
 
 
 
 
Capital contributions from affiliates

 
3,282,946

 
261,312

 
(3,544,258
)
 

Common stock, $0.01 par value: 450,000,000 shares authorized; 238,639,488 shares issued and 237,312,881 shares outstanding
2,348

 

 

 

 
2,348

Treasury stock, at cost: 1,326,607 shares
(22,132
)
 

 

 

 
(22,132
)
Additional paid-in-capital
2,369,098

 
8,849

 

 
(8,849
)
 
2,369,098

Retained earnings
593,368

 
1,127,935

 

 
(1,127,935
)
 
593,368

Oasis share of stockholders’ equity
2,942,682

 
4,419,730

 
261,312

 
(4,681,042
)
 
2,942,682

Non-controlling interests

 
115,963

 
231,179

 
(231,179
)
 
115,963


22